SEC Adopts Amendments Mandating Certain Exchange Act Filings and Submissions to be Made Electronically; Also Adopts Technical Changes Regarding FOCUS Reports

On December 16, 2024, the Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) requiring the electronic filing, submission, or posting of certain forms required under the Securities Exchange Act of 1934 and the rules and regulations thereunder, using structured, machine-readable data language as appropriate. The SEC also adopted amendments to the Financial and Operational Combined Uniform Single (“FOCUS”) Report. Registrants should note that the mandate to use structured, machine-readable data language could present additional compliance costs and is accompanied by a risk that the technology could eventually become obsolete as new technology is developed.

Key Requirements under the Amendments:

Broker-Dealers and Security-Based Swap Dealers and Major Security-Based Swap Participants (collectively, “SBS Entities”)

• Broker-dealers and non-bank SBS Entities must file the annual audited reports, and, for broker-dealers, Form 17-H, electronically on EDGAR.

Covered Self-Regulatory Organization (“SRO”) Forms

• SROs must file electronically on EDGAR Form 1, Form 1-N, Form 15A and Form CA-1.
• The Amendments also (i) rescind Form 19b-4(e) and require information related to the listing and trading of new derivatives securities products be posted publicly on the relevant SRO’s website and (ii) remove the manual signature requirements for Form 19b-4.

Registered Clearing Agency Supplementary Materials

• Registered clearing agencies must post any supplementary materials to their websites within two business days.

Other Forms, Reports or Notices

• Registrants must file the following on EDGAR: (1) Rule 17a-19 notices; (2) Rule 3a71-3(d)(1)(vi) notices, and withdrawals of such notices as required under the Amendments; (3) Rule 15fi-3(c) notices; and (4) Rule 15fk-1(c)(2)(ii)(A) reports.

Structured Data Requirements

• Registrants must file certain documents in an Inline eXtensible Business Reporting Language or a custom eXtensible Markup Language (“XML”). Rule 19b-4(e) postings must use an XML schema and associated PDF renderer from the SEC’s website.

FOCUS Report Revisions

• The SEC adopted amendments regarding the FOCUS Report to harmonize with other rules, correct technical errors, and provide clarifications, as well as to allow electronic signatures in Rule 17a-5, 17a-12, and 18a-7 filings, including the FOCUS Report.

General Compliance Date: The Amendments will become effective 60 days after publication in the Federal Register. The compliance date of the Amendments will begin on their effective date, except as noted in the table below.

Key Compliance Dates